CONFIDENTIAL RELATIONSHIP AGREEMENT
PARTIES: The State of Oregon Acting by and through the State Board of Higher Education on behalf of the University of Oregon, an educational institution of the State of Oregon having offices at Eugene, Oregon (hereinafter, "INSTITUTION") and _____________________________ having an office located at _______________________________________________ (hereinafter, "RECEIVER").
BACKGROUND: INSTITUTION is in possession of "INFORMATION" regarding the intellectual property entitled: "________________________________________" (UO-_______) developed by, or under the guidance of Dr. _______________ at the University of Oregon; which INSTITUTION considers to be proprietary. Such INFORMATION may include, as examples: data, know-how, formulas, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, customer lists, price lists, studies, findings, inventions or ideas, printouts of screens, computer code, listings of computer programs, and similar sources of information. INSTITUTION intends to maintain the confidential status of its INFORMATION. RECEIVER desires the opportunity to review the nature of such INFORMATION and agrees to maintain the proprietary status thereof.
THE PARTIES AGREE AS FOLLOWS: RECEIVER agrees to receive in confidence the INFORMATION disclosed to it by INSTITUTION. Dissemination of INSTITUTION's INFORMATION by RECEIVER shall be limited to those employees and consultants whose duties justify their need to know such INFORMATION and then only on the basis of a clear understanding by those employees and consultants of their obligation to maintain the proprietary status of such INFORMATION and to restrict the use of such INFORMATION solely to the limited use agreed upon between INSTITUTION and RECEIVER. The amount of INFORMATION to be disclosed is completely within the discretion of INSTITUTION. INFORMATION may be supplied to the RECEIVER in written or tangible form and shall be identified as being confidential and disclosed under this agreement. Any information that is disclosed in oral form shall be presumed to constitute confidential INFORMATION unless otherwise exempted by the terms of this agreement.
Nothing in this agreement shall deprive the RECEIVER of the right to use or disclose any of the INFORMATION: which is, at the time of disclosure, generally known to the trade or the public; which becomes at a later date generally known to the trade or to the public through no fault of RECEIVER and then only after said later date; which is possessed by RECEIVER before receipt thereof from INSTITUTION; which is disclosed to RECEIVER in good faith by a third party who has an independent right to such information; and after a period ending five (5) years from the date of this agreement. Nothing in this agreement shall be construed as granting or implying any right under any Letters Patent or to use an invention covered thereby. This agreement shall be governed and construed in accordance with the laws of the State of Oregon. This agreement shall be effective as of the date of signature by an authorized representative of RECEIVER.
STATE OF OREGON, Action by and through the State Board of Higher Education on behalf of the University of Oregon
Date:_________________________
By:_________________________________________ Director, Technology Transfer RECEIVER: By:_________________________________________ Name: Title/Co.:
Date:_________________________